GSI Commerce, Inc. (a Delaware corporation) 10,000,000 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • August 7th, 2009 • Gsi Commerce Inc • Retail-catalog & mail-order houses • New York
GSI Commerce, Inc., a Delaware corporation (the “Company”), and the persons listed in Schedule B hereto (the “Selling Shareholders”), confirm their respective agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), UBS Securities LLC (“UBS Securities”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and UBS Securities are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the Selling Shareholders, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in Schedules A and B hereto and (ii) the grant by the Company to the Underwriters, acting severall
FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 7th, 2009 • Gsi Commerce Inc • Retail-catalog & mail-order houses • Delaware
This FIFTH AMENDMENT (this “Amendment”) to the Second Amended and Restated Registration Rights Agreement dated as of September 13, 2000 by and among Global Sports, Inc. (n/k/a GSI Commerce, Inc.), a Delaware corporation (the “Company”), and the holders of common stock set forth on the signatures pages thereto (the “Stockholders”), as amended by the First Amendment to Second Amended and Restated Registration Rights Agreement dated as of April 5, 2001, the Second Amendment to Second Amended and Restated Registration Rights Agreement dated as of July 20, 2001, the Third Amendment to Second Amended and Restated Registration Rights Agreement dated as of July 25, 2003 and the Fourth Amendment to Second Amended and Restated Registration Rights Agreement dated as of June 26, 2004 (as so amended, the “Registration Rights Agreement”), is made as of this 5th day of August, 2009. Capitalized terms used but not defined in this Amendment shall have the meanings given to such terms in the Registratio
